SPONSORSHIP AGREEMENT

THIS SPONSORSHIP AGREEMENT (the “Agreement”) is dated and made effective as of the date entered on the Registration Form of this Agreement (the “Effective Date”), by and between LuvSeats, LLC, a Nevada limited liability company (the “Company” or “LuvSeats”), and the Sponsor identified on the Registration Form (the “Sponsor”). 

RECITALS

WHEREAS, LuvSeats engages in the offering of a secondary ticket marketplace enabling during-the-event sales to occur between ticketholders not using their seats and ticketholders already at the event seeking to upgrade to better seats;

WHEREAS, the Company has the authority to grant or license the Sponsorship Rights (as defined below) and to fulfill the obligations set forth herein; and

WHEREAS, Sponsor desires to obtain from the Company, and the Company desires to grant or license the Sponsorship Rights to Sponsor as more fully described and on the terms and conditions set forth in this Agreement.

WHEREAS, the Company and Sponsor desire, on the terms and conditions contained herein, to enter into this Sponsorship Agreement pursuant to which Sponsor will acquire the Sponsorship Rights as provided herein.

Now, therefore, the Company and Sponsor (each a “Party”; collectively, the “Parties”) hereby agree as follows:  

  1. 1.              DEFINITIONS

As used in this Agreement, the following terms, when capitalized, shall have the following meanings:

  1. Splash Page Naming Rights” means The first page every user sees when loading the LuvSeats app on their mobile device, regardless of being logged in or making a purchase, prior to selecting any event.
    1. Clickable Promoted Banner” means within the mobile app pages a link to your website/promoted page is appears and is available for user to click.
    1. Upgrade of the GameTM” is a Sweepstakes offered by LuvSeats and presented by Sponsor, where applicable pursuant to the Registration Form.  The Upgrade of the Game sweepstakes involves entry in the sweepstakes by Event attendees and a drawing to determine the winner to receive two (2) seat upgrades for that Event. 
    1. Co-Branded Marketing” means Logos are used together. Hat or Shirt that contains both company logos.
    1. User Data Insights” means User Data collected and sharable from users engaging with LuvSeats App or LuvSeats.com.
    1. Advertising” means, collectively: (i) all advertising, signage, messages and displays of every kind and nature, whether now existing or developed in the future, through which a person advertises or markets goods, services, events or any other items; and (ii) sponsorship and promotional activity of every kind and nature, whether now existing or developed in the future, through which a person creates a sponsorship association with another.
    1. Advertising Copy” means artwork, designs, logos, graphics, written copy, messaging, video, audio, electronic and digital content, as well as any other creative content put into a fixed, tangible form, used by or on behalf of the Sponsor to advertise or promote its services or its brand.
    1. Baseball Authorities” means, collectively, the Pacific Coast League of Professional Baseball Clubs, Inc. (the “PCL”), National Association of Professional Baseball Leagues, also known as Minor League Baseball (“NAPBL”), and Major League Baseball (“MLB”).
    1. Event” means any sporting, athletic, political, business, entertainment, community, religious or other type of concert, show, exhibition or other event.
    1. Force Majeure Event” means the occurrence of any of the following for the period of time, if any, that the performance of a Party’s obligations under this Agreement is actually delayed or prevented thereby: acts of God; casualty; acts of a public enemy; the confiscation or seizure by any governmental authority; interruption caused by failure of equipment or utilities; insurrections; wars or war-like action (whether actual, pending or expected); arrests or other restraints of government (civil or military); blockades; embargoes; epidemics; pandemics; explosions; civil disturbance or disobedience; riot; sabotage; strike, lockout or labor dispute; terrorism, or threats of sabotage or terrorism, or any other cause that is not within the reasonable control of the Party (or any Affiliate controlled by or under common control with such Party) affected thereby that is of a similar nature to those events listed above, and, in any event, is not foreseeable or a result of the negligence or willful misconduct of such Party (or any of its affiliated entities).  Force Majeure shall not, in any event, include a Party’s financial inability to perform.
    1.  “Mark” means any trademark, trade name, trade dress, service mark, design, logo, slogan, symbol, mascot, character, identification, or other proprietary design.
    1. Signage” means all permanent, non-permanent, and transitory signage and any and all other media formats of every kind and nature, whether now existing or developed in the future, used for Advertising, marketing or other purposes.
    1. Sponsorship Fee” has the meaning given it in Section 4.1.
    1. Sponsorship Marks” mean any Mark that is now or in the future owned, licensed, or otherwise controlled by the Sponsor or any of its affiliated entities.
    1. Sponsorship Rights” has the meaning given it in Section 3.1.
    1. The term of this Agreement (the “Term”) pursuant to the term selected on the Registration Form shall be either for one (1) calendar year, or two (2) calendar years, in either case beginning on the Effective Date. 
    1. Except and only to the extent expressly set forth in the Registration Form, no rights of exclusivity are granted to Sponsor by this Agreement and, in no event, will any exclusivity extend to any print, radio, digital, or television advertising.  Nothing in this Agreement shall limit in any manner the Company’s rights to sell any Advertising, marketing, sponsorship, or promotional rights of any kind to any other person or entity for any product or service, whether or not competitive with Sponsor, unless, and only to the extent that, any such rights are expressly prohibited or limited in the Registration Form.
    1. The Parties hereby acknowledge and agree that the Sponsorship Rights granted under this Agreement, to the extent they relate or correspond to Events occurring in the Las Vegas Ballpark located at 1650 S. Pavilion Center Drive, Las Vegas, Nevada 89135 (the “Ball Park”)or related to the Las Vegas Aviators (the “Team”), are expressly subject to, and must conform with, all baseball rules and regulations, including, without limitation: (1) all rules, regulations, the Constitution and Bylaws of the PCL; (2) all rules and regulations of the NAPBL, including the National Association Agreement; (3) the Professional Baseball Agreement; (4) the Major League Rules; and (5) any rule, regulation, restriction, guideline, resolution or other requirement issued from time to time by any baseball authority (e.g., the League President, the NAPBL President, the NAPBL Board of Trustees or the Commissioner of Baseball) including the NAPBL Gambling Guidelines.  This Agreement is conditioned upon receipt of all necessary approvals and any changes or amendments are subject to such approvals.
    1. 8.
    1. In the event that the Company does not receive any payment from Sponsor on or before the applicable payment due date, the Company may consider said failure to pay a material breach of this Agreement, and may elect to charge Sponsor a late fee of 1.5% per month of the payment then due and owing until it is paid in full. If Sponsor fails to cure such default within five (5) days of written notice, the Company may elect to terminate this Agreement pursuant to Section 6.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party.

This Agreement will be governed by and construed in accordance with the laws of the State of Nevada. This Agreement shall be subject to (i) any applicable federal, state or local laws, rules, or regulations, (ii) the constitution, bylaws, resolutions and other rules, regulations, policies, directives, rulings and/or orders of any applicable sport governing body, including without limitation, MLB, the NAPBL and the PCL, and (iii) the rules, regulations, and/or policies of the Team or the Ball Park, in each case, as in effect on the date hereof and as may be amended from time to time.

If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.

The parties to this Agreement are independent contractors, and no partnership, joint venture, employment or fiduciary relationship between them is intended or created hereby.  None of the parties shall have the right, power, or authority to waive any right, grant any release, make any contract or other agreement, or assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other parties or to bind the other parties in any manner for anything whatsoever or otherwise to act in the name of the other parties except as expressly set forth in this Agreement.

All notices required or permitted to be given under this Agreement shall be in writing, delivery by personal delivery, mail, registered or certified, postage prepaid, with return receipt requested, or overnight delivery with proof of receipt.  Notice to Sponsor shall be made to the contact and address specified in the Registration Form. Notice to the Company shall be made to:  

LuvSeats LLC

Attn: Darcy Silver

1421 N. Jones #430

Las Vegas, Nevada 89108

With a copy to:  

Matthew Wolf, Esq.

Wolf Rifkin Shapiro Schulman & Rabkin, LLP

11400 W. Olympic Blvd, 9th Floor

Los Angeles, CA 90064.

Each party may change its address by written notice to the other party in accordance with this Section 12.  Notices delivered personally or by facsimile shall be deemed communicated as of actual receipt and notices by mail shall be deemed communicated three (3) days after mailing.  

This Agreement may be modified or waived only by a separate writing signed by both parties.  The failure of any part at any time to require performance by the other party of any provisions set forth herein shall in no way affect the parties’ rights to enforce such provisions, nor shall waiver by either party of any breach of this Agreement be taken or held to be a waiver of any further breach of the same.

The parties agree that each party has reviewed this Agreement and has had the opportunity to have counsel review the same, and that the language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against any party.  Whenever required by the context, any gender shall include any other gender, the singular shall include the plural and the plural shall include the singular.

The rights and remedies of the parties hereunder whether herein specified or otherwise, shall be cumulative and the exercise of one or more of them shall not preclude the exercise of any other rights or remedies they may have hereunder, or by law.

    1. The Company hereby agrees to protect, defend and indemnify Sponsor and its affiliates, officers, directors, shareholders, members, agents and employees (collectively, the “Sponsor Indemnified Parties”) and hold them harmless from and against any and all out-of-pocket claims, demands, losses or expenses, including reasonable attorneys’ fees (“Claims”), arising directly or indirectly from or out of any (i) breach by the Company of its covenants or obligations hereunder, or (ii) negligence or willful misconduct by the Company, except to the extent attributable to a Force Majeure Event or the negligence or willful misconduct of a Sponsor Indemnified Party.
    1. Sponsor hereby agrees to protect, defend, and indemnify the Company and its affiliates, officers, directors, shareholders, members, agents, employees, tenants and sponsors (collectively, the “Company Indemnified Parties”) and hold them harmless from and against any and all Claims arising directly or indirectly from or out of any (i) breach by Sponsor of its covenants or obligations hereunder, or (ii) negligence or willful misconduct by Sponsor, except to the extent attributable to the negligence or willful misconduct of a the Company Indemnified Party.  Additionally, Sponsor hereby further agrees to protect, defend and indemnify the Company Indemnified Parties and hold them harmless from and against any and all Claims arising directly or indirectly from or out of the Content.
  1. E
    1. In the event that the performance of this Agreement is prevented because of an act of nature or a Force Majeure Event or if the exhibition of any event is cancelled because of inclement weather, strike, lockout, labor dispute or other cause of similar nature beyond the reasonable control of the Company, the same shall not constitute a breach of this Agreement by the Company, provided, that the Company uses reasonable commercial efforts to overcome or mitigate the effects of such occurrence.

The parties all agree that the terms of this Agreement are confidential and shall not be disclosed to any third party (other than each party’s respective officers, directors and employees, in their capacities as such, and their respective auditors and lawyers), except as may be required by law; provided, however, that the Company may disclose this Agreement to its or its subsidiary’s prospective or actual lenders.  In the event that a party desires to make a public statement or announcement or other communication to any third party regarding this Agreement, such party must consult with the other party before issuing any press release or otherwise making any such statements and no party nor any of its affiliates shall issue any such press release or other third party communication unless each of the parties agree in advance on the form and substance of such communication, except as may be required by law.

This Agreement embodies the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings between the parties, oral or written, with respect thereto.